Last Updated: October 27, 2023

Terms of Service

Fivestar Marketplace

GENERAL TERMS OF USE – ALL USERS

The Fivestar Marketplace platform (“Platform”) and all services provided through the Platform (“Services,” and together with the Platform, the “Marketplace”) are made available by Fivestar, LLC (“Fivestar,” “us,” “our,” and/or “we”). Certain features of the Marketplace may be subject to additional terms, policies, guidelines, or rules, which may be linked herein or posted on the Marketplace in connection with such features. All such additional terms, policies, guidelines, and rules, to the extent applicable to your use of the Marketplace (as determined by us in the event of any doubt or dispute), are incorporated by reference into this Agreement. References to “you” and “your” refer to you, a user of our Marketplace. If you use the Marketplace to offer your User Content (as Creator Content) for license under a Creator Content License to other users as a Creator, the Creator Terms of Use also apply to you.

THESE GENERAL TERMS OF USE, INCLUDING ALL TERMS, POLICIES, GUIDELINES, AND RULES THAT ARE LINKED TO HEREIN OR THAT ARE OTHERWISE APPLICABLE TO YOUR USE OF THE MARKETPLACE (COLLECTIVELY, THE “AGREEMENT”) SET FORTH THE LEGALLY BINDING TERMS FOR ALL USERS WHO USE THE MARKETPLACE. BY ACCESSING OR USING THE MARKETPLACE, YOU ARE ACCEPTING THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE MARKETPLACE OR ACCEPT THE AGREEMENT IF YOU DO NOT HAVE THE CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE MARKETPLACE. IF YOU ARE USING THE MARKETPLACE ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH COMPANY, ENTITY, OR ORGANIZATION WITH THE AUTHORITY TO BIND IT TO THIS AGREEMENT.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FIVESTAR ON AN INDIVIDUAL BASIS, NOT AS A CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

PRIVACY.
1. Generally. In the course of using the Marketplace, you may submit User Content, including personal information, to Fivestar. Fivestar’s Privacy Policy, together with any specific privacy notices or statements (collectively, “Fivestar Privacy Policies”) detail how we treat your User Content. We agree to abide by the Fivestar Privacy Policies and you agree that Fivestar may use and share your User Content in accordance with the Fivestar Privacy Policies and applicable data privacy and protection laws.
2. Children’s Privacy. The Marketplace is intended to be used by adults or by children 13 to 18 years of age with the authorization and supervision of a parent or guardian, who must consent to the Agreement. Children under the age of 13 years are not permitted by Fivestar to create a Marketplace User Account or a Marketplace Creator Account, and Fivestar reserves the right to terminate any Marketplace User Account or Marketplace Creator and delete all associated User Content of any user that is or is suspected by us in our discretion to be under the age of 13 years. ADDITIONALLY, NO CREATOR CONTENT MAY DEPICT OR INCLUDE ANY PERSONAL INFORMATION OF ANY INDIVIDUAL UNDER THE AGE OF 13 YEARS. For the avoidance of doubt, no child under the age of 13 years is authorized to provide us with any personal information. If the parent or guardian of a child under 13 years believes that the child has provided us with any personal information, the parent or guardian of that child should contact us to have this personal information deleted from our files.

ACCOUNTS.
1. Account Creation. In order to use certain features of the Marketplace, you must register for a user account (“Marketplace User Account”) and provide certain information about yourself as prompted by the registration form. You must provide and verify your email address in order to create a Marketplace User Account. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information at all times. You may not create more than one Marketplace User Account. Fivestar may suspend or terminate your Marketplace User Account as provided in this Agreement.
2. Account Responsibilities When you create a Marketplace User Account, you will establish authentication information used to access the Marketplace. You are fully responsible for all such authentication information (e.g., log-in and password) and all activities that occur under your Marketplace User Account. You agree immediately to notify Fivestar of any unauthorized use, or suspected unauthorized use, of your Marketplace User Account or any other breach of security. Your access to the Marketplace, and your Marketplace User Account, is solely for your own personal use. Except with the express authorization of another user to access and use the Marketplace on such user’s behalf, you shall not authenticate to the Marketplace as any other user at any time, or attempt to impersonate another user, or any person who is not a user.

USE AND OPERATION OF THE MARKETPLACE.
1. Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise exploit the Marketplace except as expressly stated herein or otherwise permitted by Fivestar; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Marketplace; (c) you shall not access the Marketplace in order to build a similar or competitive product or service; (d) except as expressly stated herein or otherwise permitted by Fivestar, no part of the Marketplace may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means (including by, e.g., scraping, mirroring, framing, embedding, or linking); (e) you may not use the Marketplace for any non-authorized purpose or any illegal purpose; and (f) your use of the Marketplace shall at all times comply with all applicable laws and regulations. Any future release, update, or other addition to functionality of the Marketplace shall be subject to the terms of this Agreement. All copyright and other proprietary notices on the Marketplace content must be retained on all copies thereof.
2. Modification. Fivestar reserves the right, at any time, to modify the features and functionality of the Marketplace, or any part thereof, with or without notice. You agree that Fivestar will not be liable to you or to any third party for any modification of the Marketplace, or any part thereof. Fivestar also reserves the right, at any time, to suspend or terminate offering the Marketplace generally to users. Fivestar will use commercially reasonable efforts under the circumstances to provide notice to you with regard to any suspension or termination of offering the Marketplace so that you may download or retrieve any User Content to which you have access through the Marketplace.
3. Ownership. Excluding User Content, you acknowledge that all intellectual property rights in and to: (i) the Marketplace; (ii) all names, logos and trademarks used with the Marketplace; and (iii) all content available through the Marketplace, including but not limited to designs, data and databases, text, graphics, images, photographs, illustrations, audio and video material, artwork, proprietary information, client- and server-side code (e.g., HTML, JavaScript, active server pages, VBScript, databases, etc.) are owned by Fivestar or Fivestar’s licensors. The provision of the Marketplace does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Fivestar and its suppliers reserve all rights not granted in this Agreement.
4. Accuracy. Fivestar seeks to provide accurate information on the Marketplace. However, we cannot verify all information on the Marketplace, whether published by users, our licensors, or us. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. If you believe any portion of the Marketplace includes an error or inaccuracy, please notify us.

FEES AND PAYMENTS.
1. General. Fivestar will make commercially reasonable efforts to display and explain all applicable prices, fees, and charges applicable to you in connection with your use of the Marketplace. Prices for the purchase of a Creator Content License to Creator Content are set by the Creator, not by Fivestar. Unless otherwise indicated, all prices, fees, and charges are in U.S. dollars, and all payments will be in U.S. currency. Fivestar’s fee and payment policy may change from time to time. Payments are non-refundable except to the extent required by applicable law, rule, or policy, or otherwise in Fivestar’s sole discretion. Fivestar may make promotional offers with different features and different rates for certain products or services. These promotional offers, unless made to you, shall have no bearing whatsoever on your access to and use of the Marketplace or receipt of any products or services.
2. Payment Processors. Fivestar may contract with one or more third parties to facilitate the processing of payments. We will charge applicable charges to any valid payment method that you authorize. If we are not able to process payment of any applicable charges using your authorized payment method, we will continue to make attempts to process payment. If all attempts fail, we may suspend or terminate your Marketplace User Account until payment is made by an alternative authorized payment method.
3. Taxes. You shall be responsible for the payment of any sales, use and all other taxes and duties, whether national, state or local, however designated, which are levied or imposed on you due to any transaction you conduct on or through the Marketplace; excluding, however, income taxes on profits which may be levied against Fivestar. If you are exempt from payment of any taxes, you must provide us with evidence of such exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status.

COMMUNICATIONS.
1. Text Messaging. You agree that Fivestar, its affiliated companies, and necessary third-party service providers and those acting on its and their behalf may send you operational and informational text (SMS) messages about your use of the Marketplace at any mobile phone number you provide us. Fivestar may also send marketing or other promotional messages to the extent that you have provided the appropriate opt-in consent. Messages from Fivestar may include, but are not limited to: operational communications concerning your Marketplace User Account or use of the Marketplace, updates concerning new and existing features on the Marketplace, communications concerning promotions run by us or our third-party partners, and news concerning Fivestar and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. Your agreement to receive promotional texts is not a condition of any purchase or service offered by Fivestar. If you change or deactivate the phone number you provide to Fivestar, you must update your Marketplace User Account information to help prevent us from inadvertently communicating with anyone who acquires your old number. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems.
2. Opt-Out. You may opt out of receiving text messages from Fivestar at any time by replying STOP to any text message from Fivestar. If you opt-out of receiving all text messages from Fivestar, you will not be able to use certain Services without agreeing to receive operational text messages. You may continue to receive text messages for a short period while Fivestar processes your request, and you may also receive text messages confirming the receipt of your opt-out request.
3. Email. You agree that we may send you emails concerning our products and services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email.

USER CONTENT.
1. User Content and Creator Content. “User Content" means any and all information and content about a user that is input or submitted to the Marketplace by or on behalf of a user, including without limitation, content in the user’s profile, images, photos, videos, and other audio, visual, or audiovisual content. “Creator Content” means the User Content of a Creator that the Creator specifically makes available for use by other users under the terms and conditions of a Creator Content License purchased through the Marketplace. You acknowledge and agree that all User Content (including all Creator Content) is posted to the Marketplace by or on behalf of users and not Fivestar, and Fivestar is not responsible for any User Content (including any Creator Content), including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. You further acknowledge and agree that each Creator Content License is a license directly between the Creator of the subject Creator Content and the user purchasing such Creator Content License, and that Fivestar is not a party to the Creator Content License and has not rights or obligations under the Creator Content License, including any obligation to enforce the obligations of either Creator or the purchasing user under the Creator Content License. Fivestar does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any User Content or for the breach of any party under a Creator Content License.
2. User Content Restrictions. You may not use any User Content that is not yours except with the express authorization of the owner of such User Content. More specifically, with respect to Creator Content, you may not copy, download, use, display, publish, distribute, create derivative works of, or otherwise exploit any Creator Content that is not yours except pursuant to an applicable Creator Content License purchased through the Marketplace. You agree not to use the Marketplace to collect, upload, transmit, display, or distribute any User Content (including any Creator Content) that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, name, image or likeness right, or any other intellectual property or other proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature, as determined by Fivestar in its sole discretion; (c) that advertises or promotes any Prohibited Product or Service; or (d) in violation of any law, regulation, or obligations or restrictions imposed by any third-party (including, e.g., any obligation of non-disclosure or confidentiality).
3. User Content Responsibilities. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy. Fivestar may offer a backup service for your User Content, but Fivestar is not obligated to backup any User Content or to store any User Content for you indefinitely. Fivestar will use commercially reasonable efforts under the circumstances to provide notice to you with regard to any suspension or termination of availability or storage of User Content so that you may download or retrieve any User Content to which you have access through the Marketplace. You are solely responsible for creating backup copies of your User Content, if you desire.
4. Right to Remove User Content. You agree that Fivestar has the right to remove any content, including User Content (including Creator Content), from the Marketplace at any time, with or without cause. Fivestar also has the right to refuse, move, or block access to any material submitted on or through the Marketplace, and to establish general practices and limits concerning use of the Marketplace. The decision of whether or not to remove content from the Marketplace is within Fivestar’s sole and complete discretion. Fivestar has no obligations, contractual or otherwise, to take or refrain from taking any action. Under no circumstances will Fivestar be liable for removing or failing to remove any content.
5. License to Fivestar You hereby grant, and you represent and warrant that you have the right to grant, to Fivestar an irrevocable, perpetual, non-exclusive, royalty-free and fully-paid, worldwide license to use, reproduce, distribute, publicly display and perform, modify, adapt, prepare derivative works of, incorporate into other works, and otherwise exploit your User Content (including your Creator Content), and to grant sublicenses of the foregoing, for the purposes of providing the Marketplace and related, derivative, or successor offerings, subject to the terms and conditions of this Agreement and our applicable policies, including applicable privacy policies. For the avoidance of doubt, except where limited by applicable law, this license continues even after you stop using the Marketplace, including without limitation with respect to aggregate and de-identified data derived from your User Content and any residual backup copies of your User Content made in the ordinary course of our business. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. Additionally, we may receive User Content from our affiliates and third-party partners, such as information from forms, photos, videos, and other content that you provide at an event that we sponsor, which we may use to pre-populate a profile within the Marketplace for you. For this use of User Content, we rely, in the first instance, on the licenses, permissions, and other authorizations obtained by such affiliates and third-party partners and, in turn, provided to us relating to such User Content and, once you have accepted this Agreement by use of the Marketplace, upon the foregoing license to User Content.
6. Feedback If you provide Fivestar any feedback or suggestions regarding the Marketplace (“Feedback”), you hereby assign to Fivestar all rights in the Feedback and agree that Fivestar shall have the right to use such Feedback and related information in any manner it deems appropriate. Fivestar does not agree that any Feedback you provide to Fivestar is confidential to you. You agree that you will not submit to Fivestar any information or ideas that you consider to be confidential or proprietary.
7. Other Users Each user of the Marketplace is solely responsible for any and all of such user’s User Content. Because we do not control User Content (including Creator Content), you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content and we assume no responsibility for any User Content. Your interactions with other users are solely between you and such users. You agree that Fivestar will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user, we may seek to assist, but we are under no obligation to become or remain involved.
8. Sharing of User Information The Marketplace provides information about users using the Marketplace to other users, such as certain profile information, videos uploaded by users, and other information or content shared by users through the Marketplace. Fivestar makes commercially reasonable efforts to indicate clearly when a user is using a feature that permits the sharing of information with other users. Fivestar does not and cannot verify all information provided by users. Fivestar has no control over and makes no representations or warranties as to the identity of any user, and Fivestar disclaims, and you release Fivestar from, any and all liability relating thereto. Users should exercise caution and judgment when interacting with other users, in both online and offline interactions, as when interacting with any other individual a user does not know.

ACCEPTABLE USE POLICY. The following sets forth Fivestar’s “Acceptable Use Policy”:
1. Technological Restrictions. You agree not to use the Marketplace to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Marketplace or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user or Fivestar (or any Fivestar employee, agent, or representative) or gain unauthorized access to the Marketplace, other computer systems or networks connected to or used together with the Marketplace, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Marketplace; or (g) introduce software or automated agents or scripts to the Marketplace so as to produce multiple accounts, generate automated searches, requests or queries, or to strip, scrape, or mine data from the Marketplace.
2. Monitoring, Suspension, and Termination. We reserve the right to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content and/or terminating your Marketplace User Account in accordance with this Agreement, as provided below) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
INDEMNITY.
You agree to indemnify and hold Fivestar and its affiliates, and its and their directors, officers, members, principals, owners, employees, agents, representatives, contractors, successors, and assigns, harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and/or expenses (including reasonable attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of (i) your use or misuse of the Marketplace, (ii) your User Content, (iii) your breach or violation of this Agreement or of a Creator Content License to which you are a party; or (iv) your violation of applicable laws or regulations. Fivestar reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Fivestar. Fivestar will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

DISCLAIMERS.
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE MARKETPLACE ARE AT YOUR SOLE RISK. THE MARKETPLACE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT FOR THOSE WARRANTIES MADE AND EXPRESSLY IDENTIFIED AS WARRANTIES BY FIVESTAR, FIVESTAR DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE MARKETPLACE (INCLUDING THE PLATFORM AND ALL SERVICES); (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE MARKETPLACE; AND (C) THE ACTS OR OMISSIONS OF USERS THROUGH THE MARKETPLACE, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. FIVESTAR MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE MARKETPLACE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. FIVESTAR ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE MARKETPLACE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION ON LIABILITY AND RELEASE.
To the maximum extent permitted by applicable law and notwithstanding any other provision of this Agreement, in no event shall FIVESTAR or any of its affiliates or suppliers (including any of its or their partners, officers, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, employees, agents, contractors, successors, or assignees) be liable to you for any indirect, special, incidental, exemplary, punitive, or consequential damages, whether arising in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), NOR FOR ANY damages arising from delay, loss of goodwill, loss of or damage to data, interruption in use or availability of data, loss of use of money or use of products, lost profits, revenue or savings (actual or anticipated), or other economic loss ensuing from or in connectiON with (a) the MARKETPLACE (INCLUDING THE PLATFORM AND ALL SERVICES); (b) any products and services offered through the MARKETPLACE; OR (C) ANY ACTS OR OMISSIONS OF USERS THROUGH THE MARKETPLACE, even if FIVESTAR or any of its affiliates or suppliers has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FIVESTAR AND its affiliates AND suppliers (including any of its or their partners, officers, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, employees, agents, contractors, successors, AND assignees) TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO FIVESTAR BY YOU UNDER THIS AGREEMENT, AND (B) one hundred U.S. dollars ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), AND EVEN IF FIVESTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

TERM AND TERMINATION.
Subject to this Section, this Agreement will remain in full force and effect while you use the Marketplace. We may (a) suspend your rights to use the Marketplace (including your Marketplace User Account) or (b) terminate this Agreement, if you breach this Agreement or any other applicable terms, conditions, or rules. Upon termination of this Agreement, your Marketplace User Account and right to access and use the Marketplace will terminate immediately. You understand that any termination of your Marketplace User Account involves deletion of your User Content associated therewith from the Marketplace and databases. Fivestar will not have any liability whatsoever to you for any such termination of this Agreement, including for termination of your Marketplace User Account or deletion of your User Content. All obligations accruing prior to any termination of the Agreement (including any payment obligations of you or Fivestar) and all provisions that by their nature are intended to survive the termination of this Agreement shall so survive the termination of this Agreement, including, without limitation, all provisions relating to content (including ownership and licenses), payments, taxes, indemnity, representations, warranties, disclaimers, limitation of liability and release, term and termination, copyright policy, choice of law, arbitration agreement, jury trial waiver, class action waiver, forum selection, changes, links to affiliate websites, third-party properties, operation from the United States of America, integration of the Agreement, waiver, severability, reformation, and assignment.

COPYRIGHT POLICY
Fivestar respects the intellectual property of others and asks that users of our Marketplace do the same. In connection with the Marketplace, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that any portion or content of the Marketplace unlawfully infringes the copyright(s) in a work and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- Your physical or electronic signature;
- Description of the copyrighted work(s) that you claim has been infringed;
- Description of the material on our services that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number, and e-mail address;
- A statement that you have a good-faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The Designated Copyright Agent for Fivestar is:
164 Conduit Street
Annapolis, MD 21401
copyright@fivestar.video

CHOICE OF LAW, ARBITRATION AGREEMENT, JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION.
1. Choice of Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law provisions.
2. Pre-Arbitration Dispute Resolution. We are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@fivestar.video. If such efforts prove unsuccessful, a party may seek to submit the dispute to arbitration by sending to the other party, by certified mail, a written Notice of Dispute. The Notice of Dispute to us should be sent to our address identified in this Agreement below (“Notice Address”).
3. Arbitration Agreement. Except for disputes brought in small claims court, all disputes between you and Fivestar arising out of, relating to, or in connection with the Marketplace shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) for consumer arbitration. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. YOU AND FIVESTAR AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in this Agreement to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor we are entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding any provision in this Agreement to the contrary, we agree that if Fivestar makes any future change to this dispute resolution provision, it will not apply to any individual claim(s) that you had already provided notice of to Fivestar. Information on AAA and how to start arbitration can be found at www.adr.org.
4. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
5. Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Marketplace, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
6. Forum Selection. If the arbitration procedure in this Section is found unenforceable or not to apply for a given dispute, then the parties agree that the proceeding must be brought exclusively in a court of competent subject matter jurisdiction with geographic jurisdiction over Wilmington, Delaware.

CONSENT TO RECEIVE NOTICES ELECTRONICALLY.
You consent to receive electronically any agreements, notices, disclosures, and other communications (collectively, “Notices”) to which this Agreement refers including, without limitation, by e-mail, posting information and materials online at Fivestar’s website(s), or other electronic communication technology that may hereafter be adopted or developed. You agree that all Notices that we provide to you electronically satisfy any legal requirements that such communications be in writing. Also, please note that your consent to receive notices is separate from any election that you make with respect to receipt of marketing communications, which is discussed under the Privacy Policy.

General.
1. Availability. Fivestar will make reasonable efforts to keep the Marketplace operational. However, certain technical difficulties, routine maintenance/upgrades and other events outside the control of Fivestar may, from time to time, result in temporary interruptions to the Marketplace. In addition, Fivestar reserves the right at any time and from time to time to modify or discontinue (on a temporary or permanent basis) certain functions of the Marketplace or the entirety of the Marketplace, with or without notice.
2. No Support or Maintenance. You acknowledge and agree that Fivestar will have no obligation to provide you with any support or maintenance in connection with the Marketplace.
3. Changes to Agreement. You agree that Fivestar may modify this Agreement (including any of the additional terms, policies, guidelines, or rules that may be linked to herein or otherwise applicable to your use of the Marketplace) at any time by adding new terms or by deleting or amending existing terms. Such modifications will be effective as of the date that the updated terms are posted on Fivestar’s website or through the Marketplace (“Effective Date”). Your continued access to and use of the Marketplace after the Effective Date constitutes your acknowledgment of such modifications and your agreement to abide, and be bound, by the Agreement as modified. If you do not accept such modification(s), then you must stop using the Marketplace.
4. Links to Affiliate Websites. The Marketplace may contain links to websites controlled or offered by our affiliates or related companies, which may contain terms of service that are different from this Agreement. You should read the terms of service and privacy policies at the destination of each such link, as your accessing the destination of each such link constitutes your agreement to be bound by the applicable terms of service and privacy policies.
5. Third Party Properties. The Marketplace may contain links to or refer to physical venues, geographical sites, websites on the Internet, and/or products or services that are not under the control of or maintained by Fivestar, including advertiser websites and popular social media platforms (“Third Party Properties”). The Third Party Properties are not under the control of Fivestar, and Fivestar is not responsible for the content of any Third Party Properties. Fivestar does not endorse or make any representations about these Third Party Properties, or any information, materials, or products found thereon. You acknowledge that Fivestar is providing any links or references to such Third Party Properties to you solely as a convenience to you. If you access any of the Third Party Properties linked to by the Marketplace, you do so at your own risk. In no event shall Fivestar be liable for any loss, claim, damages, costs, or negative experiences that may arise in connection with your access to or use of any Third Party Properties. Any dealings with third parties (including advertisers) included within the Marketplace or Third Party Properties, or participation in promotions offered by third parties, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. Fivestar shall not be responsible or liable for any part of any such dealings or promotions.
6. Access and Use Where Prohibited. Access to and use of the Marketplace are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.
7. Operation of the Marketplace from the United States of America. By accessing and using the Marketplace, you acknowledge and agree that Fivestar controls and operates all parts of the Marketplace from its offices in the United States of America and that the Marketplace is intended for use by users located in the United States of America. Unless expressly stated to the contrary, Fivestar makes no representation that the Marketplace is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Marketplace are solely directed to individuals, companies, or other entities located in the United States of America. Fivestar reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Marketplace is void where prohibited. If you access or use the Marketplace from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Marketplace in violation of applicable export laws and regulations. If you access the Marketplace from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and Fivestar’s applicable privacy policies.
8. Miscellaneous. This Agreement (including all additional terms, policies, guidelines, and rules linked to herein or posted on the Marketplace and applicable to your use of the features to which they apply) constitutes the entire agreement between you and us regarding the use of the Marketplace. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision, nor shall any single or partial exercise by Fivestar of any right or power hereunder preclude further exercise of that or any other right hereunder. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Nothing contained herein shall be construed to establish an employment, partnership, or joint venture relationship between you and Fivestar. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Fivestar’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees. In the event Fivestar’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Fivestar, Fivestar shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.

FIVESTAR CONTACT INFORMATION

164 Conduit Street
Annapolis, MD 21401
info@fivestar.video

CREATOR TERMS OF USE - CREATORS

IF YOU USE THE MARKETPLACE TO OFFER YOUR USER CONTENT (AS CREATOR CONTENT) FOR LICENSE UNDER A CREATOR CONTENT LICENSE TO OTHER USERS AS A CREATOR, THESE “CREATOR TERMS OF USE” APPLY TO YOU. THESE CREATOR TERMS OF USE, INCLUDING ALL INCORPORATED TERMS, POLICIES, GUIDELINES, AND RULES, SET FORTH THE LEGALLY BINDING TERMS FOR CREATORS WHO USE THE MARKETPLACE. BY ACCESSING OR USING THE MARKETPLACE AS A CREATOR, YOU ARE ACCEPTING THESE CREATOR TERMS OF USE AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO DO SO. YOU MAY NOT ACCESS OR USE THE MARKETPLACE AS A CREATOR OR ACCEPT THESE CREATOR TERMS OF USE IF YOU DO NOT HAVE THE CAPACITY TO ENTER INTO A LEGAL AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE CREATOR TERMS OF USE, DO NOT ACCESS AND/OR USE THE MARKETPLACE AS A CREATOR. IF YOU ARE USING THE MARKETPLACE AS A CREATOR ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH COMPANY, ENTITY, OR ORGANIZATION WITH THE AUTHORITY TO BIND IT TO THESE CREATOR TERMS OF USE. THE GENERAL TERMS OF USE ARE INCORPORATED IN THESE CREATOR TERMS OF USE AS IF FULLY RESTATED HEREIN. ALL CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED IN THESE CREATOR TERMS OF USE SHALL HAVE THE MEANING GIVEN TO THEM IN THE GENERAL TERMS OF USE. THE GENERAL TERMS OF USE ARE MODIFIED BY THESE CREATOR TERMS OF USE ONLY AS SPECIFICALLY STATED OR REQUIRED (AS DETERMINED BY US IN THE EVENT OF ANY DOUBT OR DISPUTE) WITH RESPECT TO YOUR USE OF THE MARKETPLACE AS A CREATOR.

MARKETPLACE CREATOR ACCOUNTS.
1. Account Creation. In order to access and use the Marketplace as a Creator, you must register for a Creator account (“Marketplace Creator Account”) and provide certain information about yourself as prompted by the registration form. In order for you to process transactions for the license of your Creator Content to other users as a Creator through the Marketplace under a Creator Content License, you must verify your banking information through Fivestar’s third-party payment processor (e.g., Stripe), and you may be required to accept additional terms and conditions of such third-party payment processor. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information at all times. You may not create more than one Marketplace Creator Account. Fivestar may suspend or terminate your Marketplace Creator Account as provided in this Agreement.
2. Account Responsibilities. When you create a Marketplace Creator Account, you will establish authentication information used to access the Marketplace as a Creator. You are fully responsible for all such authentication information (e.g., log-in and password) and all activities that occur under your Marketplace Creator Account. You agree immediately to notify Fivestar of any unauthorized use, or suspected unauthorized use, of your Marketplace Creator Account or any other breach of security. Your access to the Marketplace, and your Marketplace Creator Account, is solely for your own use.
3. Organizational Marketplace Creator Account. The Marketplace may permit a Creator to establish an organizational Marketplace Creator Account under which more than one individual acting collectively as agents of an organizational Creator may access and use the Marketplace on behalf of the organization. Such an organizational Marketplace Creator Account shall be responsible for all individuals associated with it, for the compliance of all such individuals with these Creator Terms of Use, and for all activities that occur under the organizational Marketplace Creator Account.
4. Registration at Fivestar’s Discretion. Fivestar may decline to permit you to register (or to re-register) a Marketplace Creator Account or suspend and ultimately terminate an existing Marketplace Creator Account at any time in our sole discretion if we believe that you are not complying with these Creator Terms of Use, any other applicable terms, policies, guidelines, or rules, or our community standards.
5. Responsibility for Transactions Regarding Your Creator Content. You acknowledge and agree that all sales transactions made through the Marketplace are strictly limited to the purchase of a Creator Content License between you and another user for such user’s use of your Creator Content. You are responsible for your Creator Content and the Creator Content Licenses to Creator Content that you market, offer for sale, and sell through the Marketplace, including with respect to description, price, tax, defects, required legal disclosures, regulatory compliance, offers or promotional content, and compliance with any applicable laws or regulations. Subject to Fivestar’s obligations with respect to any tax withholdings, as communicated by us to you, you are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale you make through the Marketplace.
6. Non-Circumvention. You agree to use the Marketplace for all sales associated with your offering of your Creator Content for license under a Creator Content License on the Marketplace and not to work around, bypass, or circumvent the Marketplace to accept, process, and/or fulfill orders or payments that originated within the Marketplace. For the avoidance of doubt, if we have a reasonable belief that you are circumventing the processing of transactions through Marketplace that originated within the Marketplace in violation of this provision, we may suspend or terminate your Marketplace Creator Account in our discretion.

FEES AND PAYMENT.
1. General. Fivestar will make commercially reasonable efforts to display and explain all applicable fees in connection with your use of the Marketplace as a Creator. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments will be in U.S. currency. Fivestar’s fee and payment policy may change from time to time. Payments are non-refundable except to the extent required by applicable law, rule, or policy, or otherwise in Fivestar’s sole discretion. Fivestar may make promotional offers with different features and different rates for certain services offered to Creators. These promotional offers, unless made to you, shall have no bearing whatsoever on your access to and use of the Marketplace or receipt of services.
2. Transactions for Creator Content Licenses. You are responsible for setting the price for the purchase of Creator Content Licenses to your Creator Content. When a user purchases a Creator Content License to your Creator Content, the purchase price is collected by Fivestar through the Marketplace (via a third-party payment processor). Fivestar will pay you the purchase price, less Fivestar’s fee for the transaction (currently 20% of the purchase price for each transaction), in an aggregate payment for all transactions occurring over the applicable period. Fivestar’s transaction fees include allocations for credit card fees, payment processing fees, content storage, and security and maintenance of the Marketplace.
3. Payment Processors. Fivestar may contract with one or more third parties to facilitate the processing of fees and payments.
4. Taxes. You shall be responsible for the payment of any sales, use and all other taxes and duties, whether national, state or local, however designated, which are levied or imposed on you due to any transaction you conduct on or through the Marketplace; excluding, however, income taxes on profits which may be levied against Fivestar. If you are exempt from payment of any taxes, you must provide us with evidence of such exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status.

CONFIDENTIALITY.
1. In connection with your interaction with the Marketplace, you may provide us, and we may provide you, with non-public or confidential information, such as business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, fees, price lists, and other unpublished financial information, business plans and marketing data, and other confidential and proprietary information, whether or not marked as confidential or proprietary (collectively, “Confidential Information”).
2. Confidential Information will not include any information that the receiving party can prove: (i) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (ii) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of the Creator Terms of Use; or (iii) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of the Creator Terms of Use.
3. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, to prevent the disclosure or use of any Confidential Information of the other party, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in the Creator Terms of Use; provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.

REPRESENTATIONS, WARRANTIES, AND DISCLAIMER.
1. Creator Representations and Warranties. You represent and warrant to Fivestar that”).
  1. the Creator Content that you make available for license through the Marketplace will comply with this Agreement, including all provisions under the Marketplace Acceptable Use Policy and all provisions relating to User Content (including Creator Content). SPECIFICALLY, AND WITHOUT LIMITATION, YOUR CREATOR CONTENT WILL NOT DEPICT OR INCLUDE ANY PERSONAL INFORMATION OF ANY INDIVIDUAL UNDER THE AGE OF 13 YEARS; and
  2. you have acquired, will maintain, and will provide to Fivestar upon reasonable request copies of all necessary consents, authorizations, releases, licenses, and rights (including as to use of name, image, and likeness and otherwise as to publicity and privacy, as applicable) to create, have created, display, publish, distribute, license (to users in accordance with the Creator Content Licenses and to Fivestar under the General Terms of Use), and charge for your Creator Content, including, if and as necessary, from all individuals appearing in your Creator Content (or a parent or guardian of such individual to the extent such individual is under the age of 18 years), all owners of the properties, facilities, premises, and venues appearing in your Creator Content, and all owners of any intellectual property (e.g., all third-party trademarks and copyright works) appearing in your Creator Content; and
  3. you will comply with all of your obligations under each Creator Content License to which you are a party; and
  4. you will comply, at your sole cost, with all applicable laws and will hold and fully comply with all consents, licenses, permits and approvals required by you to operate your business and otherwise perform your duties and obligations under the Creator Terms of Use.
2. Fivestar Disclaimer YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE APP AND SERVICES ARE AT YOUR SOLE RISK. THE MARKETPLACE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THE CREATOR TERMS OF USE, FIVESTAR DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, INCLUDING EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, REGARDING (i) THE MARKETPLACE; (ii) ANY PRODUCTS OFFERED THROUGH THE MARKETPLACE; AND (iii) THE ACTS OR OMISSIONS OF USERS THROUGH THE MARKETPLACE, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.
CREATOR INDEMNITIES.
In addition to the indemnification obligations you have under the General Terms of Use, you agree to indemnify and hold Fivestar and its affiliates, and its and their directors, officers, members, principals, owners, employees, agents, representatives, contractors, successors, and assigns, harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and/or expenses (including reasonable attorneys’ fees) arising from or relating to (i) your use or misuse of the Marketplace as a Creator; (ii) any Creator Content you offer for license through the Marketplace; (iii) any aspect of any transaction between you and another user regarding the license of your Creator Content, including but not limited to compliance with the applicable Creator Content License, refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to consumer protection laws); or (iv) your violation of the Creator Terms of Use. Fivestar reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Fivestar. Fivestar will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

TERM AND TERMINATION.
1. Term. Subject to this Section, the Creator Terms of Use will remain in full force and effect while you use the Marketplace as a Creator or maintain an active Marketplace Creator Account.
2. Suspension and Termination of Your Marketplace Creator Account. You agree that Fivestar may, to the extent feasible, in its sole discretion, and without prior notice, suspend and ultimately terminate your access to or use of any portion of our Marketplace at any time due to your breach of the Agreement, including these Creator Terms of Use, the General Terms of Use, and any other terms, policies, guidelines, and rules applicable to your use of the Marketplace. We will use commercially reasonable efforts, in view of the totality of the circumstances, to provide notices to you regarding any alleged breach of your obligations that may lead to a suspension or ultimate termination of your Marketplace Creator Account. The number of notices and whether such notice is provided in advance or simultaneously with a suspension shall be determined in our reasonable discretion in view of the totality of the circumstances. We will use commercially reasonable efforts to communicate and work with you to remediate any alleged breach of your obligations to avoid a suspension and/or ultimate termination of your account. In the event that we determine to terminate your Marketplace Creator Account, we will use commercially reasonable efforts to work with you in good-faith for an orderly, fair, and reasonable winding up of your relationship with the Marketplace as a Creator.
3. Survival. All obligations accruing prior to any termination of the Creator Terms of Use (including any payment obligations of you or Fivestar) and all provisions of the Agreement that by their nature are intended to survive the termination of this the Creator Terms of Use shall so survive the termination of the Creator Terms of Use, including, without limitation, all provisions relating to content (including ownership and licenses), payments, taxes, indemnity, representations, warranties, disclaimers, limitation of liability and release, term and termination, copyright policy, choice of law, arbitration agreement, jury trial waiver, class action waiver, forum selection, changes, links to affiliate websites, third-party properties, operation from the United States of America, integration of the Agreement, waiver, severability, reformation, and assignment.
4. Deletion of Creator Content. You understand that any termination of your Marketplace Creator Account may involve deletion of some or all of your Creator Content from our Marketplace. Fivestar will not have any liability whatsoever to you for any termination of the Creator Terms of Use, including for termination of your Marketplace Creator Account or deletion of your Creator Content. All obligations and liabilities that accrue prior to any termination of the Creator Terms of Use, and those provisions that by their nature are intended to survive such termination (including, without limitation, disclaimers, limitations of liability, indemnities, and releases), shall survive such termination.
5. Disputes and Equitable Relief. Any Dispute regarding the suspension or ultimate termination of your Marketplace Creator Account shall be subject to the Choice of Law, Arbitration Agreement, Jury Trial Waiver, Class Action Waiver, and Forum Selection provisions of the General Terms of Use; provided, however, that you agree that any violation by you of the Creator Terms of Use may constitute an unlawful and unfair business practice that will cause irreparable harm to Fivestar for which monetary damages would be inadequate, and, accordingly, you consent to Fivestar’s obtaining any injunctive or equitable relief that Fivestar deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Fivestar may have at law or in equity.

GENERAL.
For the avoidance of doubt, unless expressly stated otherwise above in these Creator Terms of Use, all terms and conditions of the General Terms of Use shall apply to these Creator Terms of Use and to your role as a user of the Marketplace and as a Creator on the Marketplace, including, without limitation, all of the following provisions Privacy; Accounts; Use and Operation of the Marketplace; Fees and Payments; Communications; User Content (including as applicable to Creator Content); Acceptable Use Policy; Indemnity; Disclaimers; Limitation on Liability and Release; Term and Termination; Copyright Policy; Choice of Law, Arbitration Agreement, Jury Trial Waiver, Class Action Waiver, and Forum Selection; Consent to Receive Notices Electronically; Availability, No Support or Maintenance; Changes to Terms of Use; Links to Affiliate Websites; Third-Party Properties; Access and Use Where Prohibited; Operation of the Marketplace from the United States of America; and Miscellaneous.

FIVESTAR CONTACT INFORMATION
164 Conduit Street
Annapolis, MD 21401
info@fivestar.video

CREATOR CONTENT LICENSES

Creators offering Creator Content for license through the Marketplace must choose from the following Creator Content Licenses under which the Creator licenses the Creator Content to another user.

GENERAL LICENSE (modified from CC BY-NC 4.0 License)

GENERAL LICENSE SUMMARY: The General License permits the licensee to Share the Licensed Material (i.e., copy and redistribute the material in any medium or format) and Adapt the Licensed Material (i.e., remix, transform, and build upon the material). The licensee must give appropriate credit and indicate if changes were made. The licensee is not permitted to use the Licensed Material for commercial purposes, i.e., use for commercial advantage or monetary compensation in connection with its use. Examples of permitted uses include sharing on social media, inclusion in highlight reels, and sharing with family members.

By exercising the Licensed Rights (defined below), You accept and agree to be bound by the terms and conditions of this General Use License (“License”). To the extent this License may be interpreted as a contract, You are granted the Licensed Rights in consideration of Your payment of the agreed price for this License to the identified Licensed Material therefor and Your acceptance of these terms and conditions, and the Licensor grants You such rights in consideration of benefits the Licensor receives from making the Licensed Material available under these terms and conditions.
1. Definitions.
  1. "Adapted Material" means material subject to Copyright and Similar Rights that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under the Copyright and Similar Rights held by the Licensor. For purposes of this License, where the Licensed Material is a musical work, performance, or sound recording, Adapted Material is always produced where the Licensed Material is synched in timed relation with a moving image.
  2. "Adapters License" means the license You apply to Your Copyright and Similar Rights in Your contributions to Adapted Material in accordance with the terms and conditions of this General License.
  3. "Copyright and Similar Rights" means copyright and/or similar rights closely related to copyright including, without limitation, performance, broadcast, and sound recording, without regard to how the rights are labeled or categorized. For purposes of this License, the rights specified in Section 2.2(a)-(b) are not Copyright and Similar Rights.
  4. "Effective Technological Measures" means those measures that, in the absence of proper authority, may not be circumvented under laws fulfilling obligations under Article 11 of the WIPO Copyright Treaty adopted on December 20, 1996, and/or similar international agreements.
  5. "Exceptions and Limitations" means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.
  6. "Licensed Material" means the artistic or literary work, or other material to which the Licensor applied this License.
  7. "Licensed Rights" means the rights granted to You subject to the terms and conditions of this License, which are limited to all Copyright and Similar Rights that apply to Your use of the Licensed Material and that the Licensor has authority to license.
  8. "Licensor" means the individual(s) or entity(ies) granting rights under this License.
  9. "Non-Commercial" means not primarily intended for or directed towards commercial advantage or monetary compensation. For purposes of this License, the exchange of the Licensed Material for other material subject to Copyright and Similar Rights by digital file-sharing or similar means is Non-Commercial provided there is no payment of monetary compensation in connection with the exchange.
  10. "Share" means to provide material to the public by any means or process that requires permission under the Licensed Rights, such as reproduction, public display, public performance, distribution, dissemination, communication, or importation, and to make material available to the public including in ways that members of the public may access the material from a place and at a time individually chosen by them.
  11. "You" means the individual or entity exercising the Licensed Rights under this License. “Your” has a corresponding meaning.
2. Scope
  1. License Grant.
    1. Subject to the terms and conditions of this License, the Licensor hereby grants You a worldwide, royalty-free, non-sublicensable, non-exclusive, irrevocable license to exercise the Licensed Rights in the Licensed Material to:
      1. reproduce and Share the Licensed Material, in whole or in part, for Non-Commercial purposes only; and
      2. produce and reproduce, and Share Adapted Material for Non-Commercial purposes only.
    2. Exceptions and Limitations. For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this License does not apply, and You do not need to comply with its terms and conditions.
    3. Term. The term of this License is specified in Section 5.1.
    4. Media and Formats; technical modifications allowed. The Licensor authorizes You to exercise the Licensed Rights in all media and formats whether now known or hereafter created, and to make technical modifications necessary to do so. The Licensor waives and/or agrees not to assert any right or authority to forbid You from making technical modifications necessary to exercise the Licensed Rights, including technical modifications necessary to circumvent Effective Technological Measures. For purposes of this License, simply making modifications authorized by this Section 2.1(d) never produces Adapted Material.
    5. Downstream recipients.
      1. Offer from the Licensor – Licensed Material. Every recipient of the Licensed Material automatically receives an offer from the Licensor to exercise the Licensed Rights under the terms and conditions of this License.
      2. No downstream restrictions. You may not offer or impose any additional or different terms or conditions on, or apply any Effective Technological Measures to, the Licensed Material if doing so restricts exercise of the Licensed Rights by any recipient of the Licensed Material.
    6. No endorsement. Nothing in this License constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, the Licensor or others designated to receive attribution as provided in Section 3.1(a)(i)(1).
  2. Other rights.
    1. Moral rights, such as the right of integrity, are not licensed under this License, nor are publicity, privacy, and/or other similar personality rights; however, to the extent possible, the Licensor waives and/or agrees not to assert any such rights held by the Licensor to the limited extent necessary to allow You to exercise the Licensed Rights, but not otherwise.
    2. Patent and trademark rights are not licensed under this License.
    3. To the extent possible, the Licensor waives any right to collect royalties from You for the exercise of the Licensed Rights, whether directly or through a collecting society under any voluntary or waivable statutory or compulsory licensing scheme. In all other cases the Licensor expressly reserves any right to collect such royalties, including when the Licensed Material is used other than for Non-Commercial purposes
3. License Conditions.
  1. Attribution.
    1. If You Share the Licensed Material (including in modified form), You must:
      1. retain the following if it is supplied by the Licensor with the Licensed Material:
        identification of the creator(s) of the Licensed Material and any others designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated);
        a copyright notice;
        a notice that refers to this License;
        a notice that refers to the disclaimer of warranties;
      2. indicate if You modified the Licensed Material and retain an indication of any previous modifications; and
      3. indicate the Licensed Material is licensed under this License, and include the text of, or the URI or hyperlink to, this License.
    2. You may satisfy the conditions in Section 3.1(a) in any reasonable manner based on the medium, means, and context in which You Share the Licensed Material. For example, it may be reasonable to satisfy the conditions by providing a URI or hyperlink to a resource that includes the required information.
    3. If requested by the Licensor, You must remove any of the information required by Section 3.1(a)(i) to the extent reasonably practicable.
    4. Adapter's License means the license You apply to Your Copyright and Similar Rights in Your contributions to Adapted Material in accordance with the terms and conditions of this License.
4. Disclaimer of Warranties and Limitation of Liability.
  1. Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Licensed Material as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.
  2. To the extent possible, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this License or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You.
  3. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.
5. Term and Termination.
  1. This License applies for the term of the Copyright and Similar Rights licensed here. However, if You fail to comply with this License, then Your rights under this License terminate automatically.
  2. Where Your right to use the Licensed Material has terminated under Section 5.1, it reinstates:
    1. automatically as of the date the violation is cured, provided it is cured within 30 days of Your discovery of the violation; or
    2. upon express reinstatement by the Licensor.
  3. For the avoidance of doubt, the Licensor may also offer the Licensed Material under separate terms or conditions or stop distributing the Licensed Material at any time; however, doing so will not terminate this License.
  4. Sections 1, 4, 5, 6, and 7 survive termination of this License.
6. Other Terms and Conditions.
  1. The Licensor shall not be bound by any additional or different terms or conditions communicated by You unless expressly agreed.
  2. Any arrangements, understandings, or agreements regarding the Licensed Material not stated herein are separate from and independent of the terms and conditions of this License.
7. Interpretation.
  1. For the avoidance of doubt, this License does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Material that could lawfully be made without permission under this License.
  2. To the extent possible, if any provision of this License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this License without affecting the enforceability of the remaining terms and conditions.
  3. No term or condition of this License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor.
  4. Nothing in this License constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply to the Licensor or You, including from the legal processes of any jurisdiction or authority.

COMMERCIAL USE LICENSE (modified from CC BY 4.0 License)

COMMERCIAL LICENSE SUMMARY: The Commercial License permits the licensee to Share the Licensed Material (i.e., copy and redistribute the material in any medium or format) and Adapt the Licensed Material (i.e., remix, transform, and build upon the material). The licensee must give appropriate credit and indicate if changes were made. The licensee is permitted to use the Licensed Material for commercial purposes, i.e., use for commercial advantage or monetary compensation in connection with its use. Examples of permitted uses include broadcast, branded commercials and digital advertising.

By exercising the Licensed Rights (defined below), You accept and agree to be bound by the terms and conditions of this Commercial Use License (“License”). To the extent this License may be interpreted as a contract, You are granted the Licensed Rights in consideration of Your payment of the agreed price for this License to the identified Licensed Material therefor and Your acceptance of these terms and conditions, and the Licensor grants You such rights in consideration of benefits the Licensor receives from making the Licensed Material available under these terms and conditions.

Definitions
1. “Adapted Material” means material subject to Copyright and Similar Rights that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under the Copyright and Similar Rights held by the Licensor. For purposes of this License, where the Licensed Material is a musical work, performance, or sound recording, Adapted Material is always produced where the Licensed Material is synched in timed relation with a moving image.
2. “Adapter’s License” means the license You apply to Your Copyright and Similar Rights in Your contributions to Adapted Material in accordance with the terms and conditions of this License.
3. “Copyright and Similar Rights” means copyright and/or similar rights closely related to copyright including, without limitation, performance, broadcast, and sound recording, without regard to how the rights are labeled or categorized. For purposes of this License, the rights specified in Section 2.2(a)-(b) are not Copyright and Similar Rights.
4. “Effective Technological Measures” means those measures that, in the absence of proper authority, may not be circumvented under laws fulfilling obligations under Article 11 of the WIPO Copyright Treaty adopted on December 20, 1996, and/or similar international agreements.
5. “Exceptions and Limitations” means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.
6. “Licensed Material” means the artistic or literary work, or other material to which the Licensor applied this License.
7. "Licensed Rights" means the rights granted to You subject to the terms and conditions of this License, which are limited to all Copyright and Similar Rights that apply to Your use of the Licensed Material and that the Licensor has authority to license.
8. “Licensor” means the individual(s) or entity(ies) granting rights under this License.
9. “Share” means to provide material to the public by any means or process that requires permission under the Licensed Rights, such as reproduction, public display, public performance, distribution, dissemination, communication, or importation, and to make material available to the public including in ways that members of the public may access the material from a place and at a time individually chosen by them.
10. "You" means the individual or entity exercising the Licensed Rights under this License. “Your” has a corresponding meaning.

Scope
1. License Grant
  1. Subject to the terms and conditions of this License, the Licensor hereby grants You a worldwide, royalty-free, non-sublicensable, non-exclusive, irrevocable license to exercise the Licensed Rights in the Licensed Material to:
    1. reproduce and Share the Licensed Material, in whole or in part; and
    2. produce and reproduce, and Share Adapted Material.
  2. Exceptions and Limitations. For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this License does not apply, and You do not need to comply with its terms and conditions.
  3. Term The term of this License is specified in Section 5.1.
  4. Media and formats; technical modifications allowed. The Licensor authorizes You to exercise the Licensed Rights in all media and formats whether now known or hereafter created, and to make technical modifications necessary to do so. The Licensor waives and/or agrees not to assert any right or authority to forbid You from making technical modifications necessary to exercise the Licensed Rights, including technical modifications necessary to circumvent Effective Technological Measures. For purposes of this License, simply making modifications authorized by this Section 2.1(d) never produces Adapted Material.
  5. Downstream Recipients.
    1. Offer from the Licensor – Licensed Material. Every recipient of the Licensed Material automatically receives an offer from the Licensor to exercise the Licensed Rights under the terms and conditions of this License.
    2. No downstream restrictions. You may not offer or impose any additional or different terms or conditions on, or apply any Effective Technological Measures to, the Licensed Material if doing so restricts exercise of the Licensed Rights by any recipient of the Licensed Material.
  6. No Endorsement Nothing in this License constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, the Licensor or others designated to receive attribution as provided in Section 3.1(a)(i)(1).
2. Other rights.
  1. Moral rights, such as the right of integrity, are not licensed under this License, nor are publicity, privacy, and/or other similar personality rights; however, to the extent possible, the Licensor waives and/or agrees not to assert any such rights held by the Licensor to the limited extent necessary to allow You to exercise the Licensed Rights, but not otherwise.
  2. Patent and trademark rights are not licensed under this License.
  3. To the extent possible, the Licensor waives any right to collect royalties from You for the exercise of the Licensed Rights, whether directly or through a collecting society under any voluntary or waivable statutory or compulsory licensing scheme. In all other cases the Licensor expressly reserves any right to collect such royalties.

License Conditions.
Your exercise of the Licensed Rights is expressly made subject to the following conditions.
1. Attribution.
  1. If You Share the Licensed Material (including in modified form), You must:
    1. retain the following if it is supplied by the Licensor with the Licensed Material:
      1. identification of the creator(s) of the Licensed Material and any others designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated);
      2. a copyright notice;
      3. a notice that refers to this License;
      4. a notice that refers to the disclaimer of warranties;
    2. indicate if You modified the Licensed Material and retain an indication of any previous modifications; and
    3. indicate the Licensed Material is licensed under this License, and include the text of, or the URI or hyperlink to, this License.
  2. You may satisfy the conditions in Section 3.1(a) in any reasonable manner based on the medium, means, and context in which You Share the Licensed Material. For example, it may be reasonable to satisfy the conditions by providing a URI or hyperlink to a resource that includes the required information.
  3. If requested by the Licensor, You must remove any of the information required by Section 3.1(a)(i) to the extent reasonably practicable.
  4. Adapter’s License means the license You apply to Your Copyright and Similar Rights in Your contributions to Adapted Material in accordance with the terms and conditions of this License.

Disclaimer of Warranties and Limitation of Liability.
1. Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Licensed Material as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.
2. To the extent possible, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this License or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You.
3. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

Term and Termination.
1. This License applies for the term of the Copyright and Similar Rights licensed here. However, if You fail to comply with this License, then Your rights under this License terminate automatically.
2. Where Your right to use the Licensed Material has terminated under Section 5.1, it reinstates:
  1. automatically as of the date the violation is cured, provided it is cured within 30 days of Your discovery of the violation; or
  2. upon express reinstatement by the Licensor.
  For the avoidance of doubt, this Section 6.2 does not affect any right the Licensor may have to seek remedies for Your violations of this License.
3. For the avoidance of doubt, the Licensor may also offer the Licensed Material under separate terms or conditions or stop distributing the Licensed Material at any time; however, doing so will not terminate this License.
4. Sections 1, 4, 5, 6, and 7 survive termination of this License.

Other Terms and Conditions.
1. The Licensor shall not be bound by any additional or different terms or conditions communicated by You unless expressly agreed.
2. Any arrangements, understandings, or agreements regarding the Licensed Material not stated herein are separate from and independent of the terms and conditions of this License.

Interpretation
1. For the avoidance of doubt, this License does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Material that could lawfully be made without permission under this License.
2. To the extent possible, if any provision of this License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this License without affecting the enforceability of the remaining terms and conditions.
3. No term or condition of this License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor.
4. Nothing in this License constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply to the Licensor or You, including from the legal processes of any jurisdiction or authority.

PROHIBITED PRODUCTS AND SERVICES

User Content may not promote or advertise any of the following Prohibited Products and Services:

alcoholic beverages, firearms, handguns or other weapons, ammunition, handgun safety certificate, etching cream, tobacco or cannabis products, e-cigarettes, drug paraphernalia, dangerous fireworks, aerosol paint containers, ultraviolet tanning device, supplement products containing ephedrine group alkaloids, lottery games, tattoos or body branding, any substance or material containing Salvia divinorum or Salvinorin A, or obscene matter;
any other products or services that are prohibited for promotion or advertising to minors under applicable laws; and
any other products or services that Fivestar determines, in its sole discretion.

Fivestar will use commercially reasonable efforts to update this list of Prohibited Products and Services and otherwise to provide reasonable prior notice before any product or service not specifically identified in the first bulleted item above is determined to be a Prohibited Product or Service.